<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
CONTINENTAL CIRCUITS CORP.
-----------------------------------------
(NAME OF ISSUER)
COMMON STOCK
-------------------------------------
(TITLE OF CLASS OF SECURITIES)
211213 10 3
--------------------------------
(CUSIP NUMBER)
MICHAEL O. FLATT
1242 NORTH NORWALK, MESA, ARIZONA 85205; (602) 832-7106
-------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTES AND COMMUNICATIONS)
-----------------------------
(DATE OF EVENT WHICH REQUIRES
FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE> 2
13D
CUSIP NO. 211213 10 3
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OR ABOVE PERSON
FLATT FAMILY TRUST (Michael O. Flatt and Joanie L. Flatt, Trustees)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (Gift)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
- --------------------------------------------------------------------------------
Number of 7 SOLE VOTING POWER
Shares 293,066
Beneficially -------------------------------------------------------
Owned by 8 SHARED VOTING POWER
Each
Reporting --------------------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
With 293,066
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,066
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Trust)
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to Common Stock, par value $.01 per share
(the "Common Stock"), of Continental Circuits Corp. (the "Issuer"). The
principal executive offices of the Issuer are located at 3502 East Roeser Road,
Phoenix, Arizona 85040.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by:
(a) The Flatt Family Trust (the "Trust") (Michael O. Flatt and
Joanie L. Flatt, Trustees), a trust holding certain family
assets and organized in Arizona.
(b) The address of the Trust and the Trustees is: 1242 North
Norwalk, Mesa, Arizona 85205.
(c) Mr. Flatt is the President of Michael O. Flatt, Ltd., 623 West
Southern Avenue, Suite 3, Mesa, Arizona 85210, a consulting
firm serving the circuit board industry. Ms. Flatt is
President of Joanie Flatt & Associates, Ltd., 623 West
Southern Avenue, Suite 2, Mesa, Arizona 85210, a public
relations and advertising firm.
(d) To the best of the filing persons' knowledge, during the last
five years, none of the persons named in this Item 2 has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) To the best of the filing persons' knowledge, during the last
five years, none of the persons named in this Item 2 has been
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Trustees are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock described herein were owned by the Trust
and beneficially owned by the Trustees before the Issuer's initial public
offering.
Page 3 of 5 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
All of the Issuer's shares held by the Trust and the Trustees are
held for investment purposes only. None of such persons has any present plan or
proposal that relates to or would result in any of the actions described in
clauses (a) through (j) of Item 4 of Schedule 13D, although such persons or any
of them may from time to time in the future acquire additional shares of common
stock or securities convertible into common stock. At present, each of such
persons contemplates that such additional shares, if any, would also be
purchased for investment purposes only.
Michael O. Flatt was a member of the Issuer's Board of Directors
from 1975 to November 1997.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of Common Stock beneficially
owned by the Flatt Family Trust is 293,006 and 4.0 respectively. Michael O.
Flatt is the beneficial owner of 293,006 shares of Common Stock or 4.0
(including the securities referred to in the previous sentence). Joanie L. Flatt
is the beneficial owner of 293,006 shares of Common Stock or 4.0 (the securities
referred to in the first sentence of this Item 5(a)).
(b) See Items 7 through 10 on the Cover Page of this Schedule 13D.
The Trustees share the power to vote and direct the disposition of the shares
reported on the Cover Page of this Schedule 13D.
(c) No transactions with respect to the Issuer's Common Stock and
involving the reporting persons have taken place during the preceding 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 4 of 5 Pages
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
February 13, 1998
THE FLATT FAMILY TRUST
By /s/ Michael O. Flatt
---------------------------------
Michael O. Flatt
Trustee
and
By /s/ Joanie L. Flatt
---------------------------------
Joanie L. Flatt
Trustee
Page 5 of 5 Pages
